Sec Form 4 Filing - WHICHARD TAYLOR M III @ KEY ENERGY SERVICES INC - 2013-03-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WHICHARD TAYLOR M III 2. Issuer Name and Ticker or Trading Symbol KEY ENERGY SERVICES INC [ KEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Former SVP and CFO (Last) (First) (Middle) 1301 MCKINNEY STREET, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2013 (Street) HOUSTON, TX77010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/26/2013 F 6,154 ( 1 ) D $ 8.02 ( 2 ) 455,489 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHICHARD TAYLOR M III 1301 MCKINNEY STREET SUITE 1800 HOUSTON, TX77010 Former SVP and CFO Signatures By Joshua K. Hancock, Attorney-in-fact for Taylor M. Whichard 03/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Payment of tax liability by delivery of stock incident to the vesting on March 26, 2013 of 22,500 shares of restricted stock. ( 2 )Vesting price is based on the closing price of common stock on March 26, 2013, pursuant to the Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan (the "2007 Plan"). ( 3 )"Exit" Form 4 filed solely to report the filer is no longer a Section 16 reporting person due to such person's retirement as Senior Vice President and Chief Financial Officer effective March 25, 2013. Includes 209,501 unvested shares of restricted stock granted under the 2007 Plan, the Key Energy Services, Inc. 2009 Equity and Cash Incentive Plan and the Key Energy Services, Inc. 2012 Equity and Cash Incentive Plan, 2,500 of which is expected to vest on May 11, 2013 with the remaining unvested shares anticipated to vest in full on June 24, 2013 upon the reporting person's end of employment with the company.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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